Dixon v GlobalData: proprietary estoppel remedy extended to cover post-plan share option tranche

The High Court has handed down its remedy judgement in Andrew Dixon v GlobalData plc [2026] EWHC 850 (Ch), awarding the claimant equitable compensation totalling £442,236.76 across tranches 2 and 3 of the defendant's unapproved employee share option plan, with interest at 2% over base rate.

The case arose from an assurance given to Mr Dixon in 2014 that his options under GlobalData's 2010 employee share option plan would continue to be exercisable following his departure from employment, on the same basis as other plan members. Having already held at trial ([2025] EWHC 2156 (Ch)) that this assurance gave rise to an equity in proprietary estoppel, Master Brightwell was required to determine the appropriate remedy — a question complicated by the defendant's subsequent creation of a replacement scheme under which tranche 3 rights were ultimately exercised by continuing members.

Valuation methodology

On tranche 2, the central dispute concerned whether compensation should be calculated by reference to the strike price used in the defendant's bulk sale mechanism, or the higher market price prevailing on 16 November 2020 — the date on which the defendant formally refused to permit exercise of the options. The claimant sought £297,710.63 on the market-price basis; the defendant contended for £175,358.66 on the strike price.

Master Brightwell declined to treat the date of repudiation as a fixed valuation point. Drawing on Lord Briggs' analysis in Guest v Guest [2024] AC 833, he confirmed that equity does not demand identification of the precise moment unconscionability crystallised, but rather requires the court to exercise a flexible, discretionary jurisdiction aimed at removing unconscionability rather than simply maximising a claimant's return. He noted that the defendant's solicitors had denied the claim in its entirety as early as 23 September 2020 — before the share price spike relied upon by the claimant — and that on the evidence, Mr Dixon would in any event most likely have exercised by way of bulk sale and at the strike price had the assurance been honoured in the ordinary course.

The tranche 2 award was accordingly fixed at £175,358.66, calculated on the established strike prices of £6.00 (tranche 2A) and £12.20 (tranche 2B), net of broker's commission and employer's National Insurance contributions.

Tranche 3: substance over form

The more contested question concerned tranche 3. When the £52m normalised EBITDA target was not met within the original ten-year plan period due to the impact of Covid-19, GlobalData's remuneration committee created a replacement scheme granting identical options to all then-recorded plan members. Mr Dixon, whose options had by then been removed from the company's records in error, was excluded.

The defendant argued that the 2014 assurance could not extend beyond the plan's original ten-year life, that the replacement scheme was a legally distinct instrument, and that the circumstances giving rise to tranche 3 were entirely unforeseeable at the date of the promise.

Master Brightwell rejected those submissions. Applying Guest v Guest's direction that all circumstances fall to be considered in exercising equity's "flexible conscience-based discretion", he held that it would be impermissible to allow the defendant's choice of legal structure — treating the arrangement as a new scheme rather than a formal extension — to defeat the claimant's equitable rights. The accounting treatment adopted by the company itself reflected the replacement options as a continuation of the original plan.

Significantly, the court found that the creation of the replacement scheme had been deliberately structured with knowledge of Mr Dixon's claim, with internal communications referencing the opportunity to "cleanse" the option list of former employees who had "come out of the woodwork". In those circumstances, no basis existed for distinguishing Mr Dixon's position from that of the other plan members who received tranche 3 entitlements. The denial of his tranche 3 rights was unconscionable.

The tranche 3 award was fixed at £266,878.34, calculated on the corrected strike price of £13.85 per share — a figure Mr Lilley accepted in evidence, despite the lower figure stated in his witness statement.

Interest

Simple interest at 2% over base rate was awarded, consistent with the rate proposed by Lord Leggatt JSC (dissenting) in Guest v Guest, and reflecting the court's assessment that a claimant of Mr Dixon's profile would not have kept the entirety of any award on deposit. Interest runs from the dates on which the bulk sale proceeds were distributed to other plan members in each tranche, to be agreed or determined as a consequential matter.